X0202 4 2008-03-06 0 0001379895 DYNEGY INC. DYN 0001392348 Hochberg Jason 1000 LOUISIANA SUITE 5800 HOUSTON TX 77002 0 1 0 0 Exec VP Class A Common 2008-03-06 4 A 0 23396 0 A 64762 D Class A Common 958 I By 401(K) Plan Class B Common Stock 340000000 I By LS Entities Performance Units 2008-03-06 4 A 0 3500 0 A Class A Common Stock 3500 3500 D Employee Stock Option (Right to Buy) 7.48 2008-03-06 4 A 0 96419 0 A 2018-03-06 Class A Common 96419 96419 D The grants of the options and restricted stock were approved by a committee of the Issuer's board of directors on March 6, 2008. Restricted stock grant pursuant to Rule 16b-3(d). The stock vests in full on March 6, 2011. Includes 41,366 shares of Restricted Class A common stock which vest in full on April 2, 2010. Rounded. Reflects shares held for the reporting person's account by the Trustee of the Dynegy Inc. 401(k) Savings Plan as of March 6, 2008. Denominated in $100 units, which vest in March 2011 based on the average closing price of the Company's Class A common stock during February 2011 (or earlier in specified circumstances). Each unit will vest and be payable at variable levels based on the Company's share price performance compared to the following threshold, target and maximum share price performance goals: Threshold - $10.00 (payout - 0%); Target - $12.00 (payout - 100%); and Maximum - $14.00 (payout - 200%). For reference, these share price performance goals roughly equate to compound annual growth rates above the average February 2008 Class A common share price ($7.70) over the three-year performance period of approximately 9%, 16% and 22%, respectively. The Performance Units are payable in the form of cash or stock, at the discretion of the Company's Compensation and Human Resources Committee. Option grant pursuant to Rule 16b-3(d). The option becomes exercisable in three equal annual installments beginning March 6, 2009. As a result of the Reporting Person's position, relationship and/or affiliation with the general partners of each of LSP Gen Investors, L.P., LS Power Partners, LP., LS Power Equity Partners PIE I, L.P., LS Power Equity Partners, L.P. and LS Power Associates, L.P. (collectively, the "LS Entities"), the Reporting Person may be deemed the beneficial owner (for purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act")) of the aggregate 340,000,000 shares of the Class B common stock of the Issuer (the "Shares") held by the LS Entities as of the date hereof. The Reporting Person disclaims beneficial ownership of the Shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the Shares for purposes of Section 16 of the Exchange Act for any other purpose. /s/ Heidi D. Lewis, Attorney-in-Fact 2008-03-10